Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2024

BM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38633

82-3410369

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

201 King of Prussia Road, Suite 650

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 327-9515

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BMTX	NYSE American LLC
Warrants to purchase Common Stock	BMTX.W	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On February 5, 2024, BM Technologies, Inc.’s (the “Company”) current Chief Financial Officer, James Dullinger, provided notice to and the Company mutually agreed to not renew the terms of Mr. Dullinger’s Employment Agreement dated as of January 26, 2023, as thereby amended on November 1, 2023 (as amended, the “Dullinger Employment Agreement”). Accordingly, the Dullinger Employment Agreement expires by its terms on March 31, 2024 (the “Expiration Date”) and Mr. Dullinger’s employment as Chief Financial Officer of the Company will terminate as of the Expiration Date. Mr. Dullinger has indicated that he had no disagreements with the Company’s accounting policies or procedures.

On February 5, 2024, the Company’s Board of Directors (the “Board”) appointed Ajay Asija to serve as Deputy Chief Financial Officer of the Company, effective as of February 5, 2024 (the “Appointment Date”) for a transition period, and thereafter as Chief Financial Officer of the Company, effective as of April 1, 2024 (the “Effective Date”).

Mr. Asija, age 58, has over 25 years of experience as a financial professional, with significant focus in the FinTech industry. From 2012 to 2023, Mr. Asija served as Group Head and Senior Managing Director, Financial Services and FinTech, for B. Riley Securities, where he led cross-functional teams and was a strategic advisor to financial services and FinTech companies on mergers and acquisitions, capital raising, and various strategic matters. Mr. Asija started his career in financial services at Lehman Brothers in 1997 and has held a variety of positions with various commercial and investment banks. Mr. Asija holds an MBA in Finance from the Simon School of Business at the University of Rochester, a Masters in Science in Engineering from the University of Massachusetts, Amherst, and a Bachelor of Science in Engineering from Indian Institute of Technology, New Delhi.

The selection of Mr. Asija to serve as the Company’s Chief Financial Officer commencing on the Effective Date was not pursuant to any arrangement or understanding between Mr. Asija and any other person. There are no family relationships between Mr. Asija and any director or executive officer of the Company, and there are no transactions between Mr. Asija and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On February 5, 2024, the Company and Mr. Asija entered into an Employment Agreement (the “Asija Employment Agreement”). The Asija Employment Agreement provides for:

●

the employment of Mr. Asija initially as Deputy Chief Financial Officer, and effective as of April 1, 2024, as Chief Financial Officer;

●

the grant of 300,000 restricted stock units, comprised of time based and performance based stock units, as a material inducement for Executive to begin employment;

●

An annual base salary of not less than $275,000;

●

Potential for annual cash and equity incentive compensation in an amount, form, and at such time as provided in executive incentive plans as approved by the Board of Directors from time to time;

●

Severance compensation for up to one year’s compensation based upon then-current base salary, plus average annual performance bonus over the preceding three years, together with vesting of certain awards in the event of a termination of Mr. Asija’s employment without cause or by Mr. Asija for good reason as those terms are defined in the Asija Employment Agreement;

●

Automatic vesting of 50% of equity awards if employment is terminated by Mr. Asija for good reason within the initial term of one (1) year; or if such termination occurs within 12 months of a change in control;

●

Automatic vesting of all equity awards if employment is terminated by the Company without cause; or if employment is terminated by Mr. Asija for good reason after the initial term of one (1) year;

●

Customary non-disclosure, non-compete, and non-disparagement provisions; and

●

A term of one (1) year commencing on February 5, 2024, and renewing automatically on each one (1) year anniversary for an additional term of one (1) year, unless either party delivers notice to the contrary to the other party at least sixty (60) days prior to such one (1) year anniversary.

The foregoing description of the Asija Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Asija Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Inducement Award Agreement

On February 5, 2024, the Company and Mr. Asija entered into an Inducement Award Agreement evidencing the grant of time based and performance based restricted stock units. Mr. Asija will receive an award of 300,000 restricted stock units (the “Inducement RSUs”) in accordance with Section 711(a) of the NYSE American Company Guide, issued outside of the Company’s 2020 Equity Incentive Plan, as Amended.

Of the Inducement RSUs, 50% are time-based, one-fourth of which will vest on each anniversary of the vesting commencement date over a four-year period, in each case subject to Mr. Asija’s continued employment with the Company until such respective vesting date. The remaining 50% are performance based, based on the attainment of specific performance metrics as specified in the Inducement Award Agreement, and subject to a vesting schedule where shares are earned based on performance within the first three years, evaluated at each quarter-end following the grant date, provided no shares of Company common stock will be paid out until at least the third anniversary of the grant date. The issuance of the Inducement RSUs to Mr. Asija will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder.

The foregoing description of the Inducement Award Agreement is not complete and is qualified in its entirety by reference to the full text of the Inducement Award Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Performance-Based RSU Award Cancellation

On February 6, 2024, Luvleen Sidhu, the Company’s Chief Executive Officer, and James Donahue, the Company’s President and Chief Technology Officer (collectively, the “Covered Executives”), entered into a letter agreement with the Company (the “RSU Cancellation Agreement”), pursuant to which each Covered Executive and the Company mutually agreed to the cancellation of the unvested performance-based restricted stock unit awards previously granted to the Covered Executives effective as of September 30, 2021.

The RSU Cancellation Agreement was entered into by the Covered Executives in consideration for their continued employment and for the Company’s issuance of new performance-based restricted stock units in such amounts as approved by the Compensation Committee of the Board with modified performance-based vesting criteria, in accordance with the terms of the 2020 Equity Incentive Plan, as Amended, and the previously filed form of performance vesting RSU Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan.

The foregoing description of the RSU Cancellation Agreement is not complete and is qualified in its entirety by reference to the full text of the form of RSU Cancellation Agreement entered into by each Covered Executive, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 7, 2024, the Company issued a press release announcing the appointment of Ajay Asija, as described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report:

10.1	Employment Agreement, dated as of February 5, 2024, by and between BM Technologies, Inc., and Ajay Asija

10.2	Inducement Award Agreement, dated as of February 5, 2024, by and between BM Technologies, Inc., and Ajay Asija

10.3	Form of RSU Cancellation Agreement

99.1	Press Release, dated February 7, 2024, issued by BM Technologies, Inc.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BM TECHNOLOGIES, INC.

Date: February 7, 2024	By:	/s/ Luvleen Sidhu
	Name:	Luvleen Sidhu
	Title:	Chief Executive Officer

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of February 5, 2024 (“Effective Date”), is by and between BM TECHNOLOGIES, INC., a Delaware corporation, with its main office located at 201 King of Prussia Road, Suite 650, Radnor, PA 19087 (“Company”) and Ajay Asija (“Executive”).

Background

A. Company wishes to secure the services of Executive as the Company’s Deputy Chief Financial Officer and effective April 1, 2024 as Chief Financial Officer (“CFO”) on the terms and conditions set forth herein.

B. Subject to the terms and conditions hereinafter, Executive is willing to enter into this Employment Agreement (this “Agreement”) upon the terms and conditions set forth.

C. The Company will also issue up to 300,000 restricted stock units, comprised of time based and performance based restricted stock units, as a material inducement for Executive to begin employment (the “Equity Inducement Award”).

D. The Company’s Board of Directors has approved this Agreement and the Equity Inducement Award.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties agree as follows:

1. Employment. Company agrees to employ Executive initially as its Deputy Chief Financial Officer and as of April 1, 2024, as its Chief Financial Officer during the “Term” defined in Section 2 of this Agreement. Executive shall report to and be subject to the direction of the Chief Executive Officer of the Company. Executive shall have the powers and authority ordinarily given to the position described above as provided under the Bylaws of the Company. Executive will have such duties as normally apply to such position. Executive shall devote all of his working time, abilities and attention to the business of the Company, and will fulfill all of the duties required of him as Chief Financial Officer. The services of Executive shall be rendered principally in New Jersey but Executive shall undertake such traveling on behalf of Company as may be reasonably required.

2. Term of Employment. Subject to the terms and conditions of this Agreement, the initial term of employment hereunder shall be for the one (1)-year period commencing on the Effective Date and ending on the day preceding the one (1)-year anniversary of the Effective Date (the “Initial Term”). As of each one (1)-year anniversary of the Effective Date, the term of employment hereunder shall be extended for another one (1) year (each a “Renewal Term”) automatically, unless either party delivers written notice to the contrary to the other party at least sixty (60) days prior to such one (1)-year anniversary, in which case the term of employment hereunder shall expire as of the date to which it was last extended pursuant to this sentence. Such notice shall be delivered in a manner consistent with the requirements of Section 12. The Initial Term and each Renewal Term are collectively the “Term.”

3. Compensation. In consideration of the services to be rendered by Executive, Company shall pay to Executive during the Term:

(a) A base salary of not less than Two Hundred Seventy Five Thousand dollars ($275,000) per annum for each year of the Term, payable in equal installments over such payroll cycles as the Company pays its executive officers generally, with any salary for initial or final partial months or other payroll periods being prorated based on the number of calendar days in question. It is understood that the Chief Executive Officer of the Company shall review Executive’s performance and make a determination regarding increases in his salary at least once in every calendar year during the Term.

(b) Incentive Compensation in an amount up to eighty percent (80%) of Executive’s annual base salary, in such form, and at such time as is provided in such executive incentive plan for Executive, either alone or for Executive and other officers and management employees of the Company, as shall be approved by the Board of Directors of the Company and in effect from time to time. Such incentive compensation shall be divided into two components, with ninety percent (90%) based on Company performance and ten percent (10%) based on individual performance, and may take the form of cash payments (“Cash Bonus”), transfers of stock, stock appreciation awards, restricted stock units or stock options (collectively, “Equity Awards”). Incentive compensation for the Company’s 2024 fiscal year shall be subject to pro-ration based on Executive’s date of hire. Cash Bonuses and Equity Awards shall be subject to such restrictions, vesting and other conditions and limitations as set forth in such executive incentive plan and any award agreement.

4. Reimbursement of Expenses.

4.1 Reimbursement of Expenses. During the Term, Company shall reimburse Executive for reasonable expenses incurred by him in the performance of his duties, as well as those incurred in furtherance of or in connection with the business of Company, including but not limited to traveling, entertainment, dining and other expenses. All reimbursements provided under this Agreement that are “nonqualified deferred compensation” that is subject to Section 409A shall be made or provided in accordance with Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during the Term (or during such other time period specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5. Termination of Employment.

5.1 Termination by Company; “Cause.” Company shall have the right to terminate Executive’s employment hereunder at any time, with or without “Cause” (as defined below). In the event of any termination by Company, Company shall give Executive forty-five (45) days prior notice of any termination without Cause, but shall not be obligated to give Executive prior notice of a termination with Cause. Company shall nevertheless be obligated to pay Executive such compensation and severance, if any, as may be provided for in this Agreement under the applicable circumstances. Company will give Executive notice of termination of his employment pursuant to a “Notice of Termination” (as defined below).

5.2 No Right to Compensation or Benefits Except as Stated. If the Company terminates Executive’s employment for Cause, Executive shall have no right to severance compensation of any kind, or any right to salary or other benefits for any period after such date of termination. If Executive is terminated by Company other than for Cause, Executive’s rights to compensation and benefits under this Agreement shall be as set forth in Section 5.5.

5.3 Termination by Executive. Executive shall have the right to terminate his employment, whether or not for “Good Reason” (as hereinafter defined), but, in all events, Executive shall give Company notice pursuant to a written “Notice of Termination” (as defined below). If the termination by Executive is other than for Good Reason: (i) Executive must give Company a Notice of Termination not less than forty- five (45) days prior to the date his termination of employment will be effective, and (ii) Executive shall have no right to severance compensation of any kind, or any right to salary or other benefits for any period after such date of termination. If termination is by Executive for Good Reason, Executive’s rights to compensation and benefits under this Agreement shall be as set forth in Section 5.5.

5.4 Certain Definitions.

(a) In connection with a termination of Executive’s employment by the Company, “Cause” shall mean any one or more of the following reasons: (l) the willful material failure by the Executive to perform the duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness of the Executive or material changes in the direction and policies of the Board of Directors of Company), if such failure continues for fifteen (15) days after a written demand for substantial performance is delivered to the Executive by the Company which specifically identifies the manner in which it is believed that the Executive has failed to attempt to perform his duties hereunder; (2) the willful engaging by the Executive in willful misconduct materially injurious to the Company; (3) receipt by the Company of a notice (which shall not have been appealed by Executive or shall have become final and non- appealable) of any governmental body or entity having jurisdiction over the Company requiring termination or removal of the Executive from his then present position, or receipt of a written directive or order of any governmental body or entity having jurisdiction over the Company (which shall not have been appealed by Executive or shall have become final and non-appealable) requiring termination or removal of the Executive from his then present position; (4) personal dishonesty, incompetence, willful misconduct, willful breach of fiduciary duty involving personal profit or conviction of a felony; or (5) material breach of any provision set forth in Sections 6, 7, 8 or 9, to the extent applicable. For purposes of this section, no act, or failure to act, on the Executive’s part shall be considered ‘‘willful’’ unless done or omitted to be done by Executive in bad faith and without reasonable belief that his action or omission was in the best interest of Company. Any act or omission to act by the Executive in reliance upon a written opinion of counsel to Company shall not be deemed to be willful.

(b) Good Reason. For purposes of this Agreement, “Good Reason” shall mean (1) a material breach by Company of the provisions of this Agreement, which failure has not been cured within 30 days after a written notice of such noncompliance has been given by Executive to Company; (2) any purported termination of Executive’s employment which is not effected in compliance with the requirements of this Agreement; (3) any reduction in title or a material adverse change in Executive’s responsibilities or authority which are inconsistent with, or the assignment to Executive of duties inconsistent with, Executive’s status as Deputy Chief Financial Officer or Chief Financial Officer of Company; or (4) any reduction in Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time.

(c) Notice of Termination. Any termination of Executive’s employment by Company or by Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a dated notice which shall (1) indicate the specific termination provision in this Agreement relied upon; (2) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and (3) be given in a manner consistent with the requirements of Section 12.

5.5 Compensation Upon Certain Types of Termination. If Executive shall terminate his employment for Good Reason during the Term, or if Executive’s Employment is terminated by the Company other than for Cause during the Term, then in lieu of any salary or damages payments to Executive for periods subsequent to the date of termination, Company shall pay as “Severance Compensation” to Executive, in lieu of all other damages, compensation and benefits other than any benefits the right to which shall have previously vested, an amount (the “Severance Compensation”) equal to the following, depending upon whether a “Change in Control” (as defined below) shall have occurred at the time of termination of employment:

(a) If a Change in Control shall not have occurred within twelve (12) months prior to the date of termination of Executive’s employment with the Company, the Company shall pay Executive the following Severance Compensation, payable at the respective times and on the respective conditions set forth in this subsection for each type of Severance Compensation:

(i) Cash Severance Compensation. Notwithstanding anything to the contrary elsewhere in this Agreement, Executive shall be entitled to receive a dollar amount equal to the sum of Executive’s then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to him with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination, for the greater of one (1) year or the period of time remaining in the Term. This element of Severance Compensation shall be payable in equal installments on the normal pay dates following Executive’s separation from service with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (such Section and regulations are sometimes referred to in this Agreement as “Section 409A”), beginning within sixty (60) days following the separation from service. For purposes of Section 409(a), each payment made under this Agreement shall be treated as a separate payment, and the executive may not, directly or indirectly, designate the calendar year of payment. If, as of the date of the Executive’s separation from service, stock of the Company or a holding company or other parent entity with respect to the Company is publicly traded on an established securities market or otherwise, and if necessary to comply with Section 409A, payments otherwise due during the six (6)-month period following his separation from service shall be suspended and paid in a lump sum upon completion of such six (6)-month period, at which time the balance of the payments shall commence in installments as described in the preceding sentence. Payments shall be subject to deduction for such tax withholdings as Company may be obligated to make;

(ii) Equity Awards. All Equity Awards (including the Equity Inducement Award) shall be vested in full;

(iii) Cash Bonus. Executive shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to Executive had he remained employed through the date of payment, the numerator of which is the number of days of such fiscal year prior to his termination of employment and the denominator of which is three hundred and sixty-five (365); and

(iv) Insurance. Company shall continue to provide health insurance (including dental if applicable) and any life insurance benefits for the shorter of (i) the length of the severance measurement period set forth in Section 5.5(a)(i) above, or (ii) the maximum period the Company is then permitted to extend each individual benefit under the applicable plan or policy or applicable law.

(b) If a Change in Control shall have occurred within twelve (12) months prior to the date of termination of Executive’s employment with the Company, the Company shall pay Executive Severance Compensation equal to one hundred percent (100%) of the sum of Executive’s then current base salary plus the average of the annual performance bonus (consisting of both cash and other incentive compensation, but excluding the Company match of any deferred compensation) provided to him with respect to the three (3) fiscal years of the Company immediately preceding the fiscal year of termination. The Severance Compensation shall be payable in a single lump sum within sixty (60) days following Executive’s separation from service within the meaning of Section 409A. If, as of the date of the Executive’s separation from service, stock of the Company or a holding company or other parent entity with respect to the Company is publicly traded on an established securities market or otherwise, and if necessary to comply with Section 409A, payment of the lump sum shall be suspended and paid within the thirty (30)-day period following the close of the six (6)-month period following his separation from service. Payments shall be subject to deduction for such tax withholdings as Company may be obligated to make. In addition to the aforesaid Executive Severance Compensation, additional Executive Severance Compensation shall be provided as set forth below.

(i) Equity Awards. All of the Executive’s Equity Awards (including the Equity Inducement Award) shall be vested in full;

(ii) Cash Bonus. Executive shall be entitled to a fraction of any Cash Bonus for the fiscal year of the Company within which Executive’s termination of employment occurs which, based upon the criteria established for such Cash Bonus, would have been payable to Executive had he remained employed through the date of payment, the numerator of which is the number of days of such fiscal year prior to his termination of employment and the denominator of which is three hundred and sixty-five (365);

(iii) Insurance. Company shall continue to provide health insurance (including dental if applicable) and any life insurance benefits for the shorter of (i) the length of the severance measurement period set forth in above in this Section 5.5(b), or (ii) the maximum period the Company is then permitted to extend each individual benefit under the applicable plan or policy or applicable law; and

(iv) Golden Parachute Limitation. Notwithstanding any provision of this Agreement to the contrary, if, as a result of a payment provided for under or pursuant to this Agreement, together with all other payments in the nature of compensation provided to or for the benefit of the Executive under any other plans or agreements in connection with a Change in Control, the Executive becomes subject to excise taxes under Section 4999 of the Code, then the amount of severance to be paid pursuant to this Agreement shall be reduced to the maximum amount allowable without causing Executive to become subject to such excise taxes. Such maximum amount shall be determined by a PCAOB Registered Public Accounting Firm selected by the Compensation Committee of the Board of Directors of the Company, whose determination, absent manifest error, shall be treated as conclusive and binding.

(i) There occurs a merger, consolidation, or other business combination or reorganization to which the Company is a party, whether or not approved in advance by the Board of Directors of the Company, in which (A) the members of the Board of Directors of the Company immediately preceding the consummation of such transaction do not constitute a majority of the members of the Board of Directors of the resulting corporation and of any parent corporation thereof immediately after the consummation of such transaction, and (B) the shareholders of the Company immediately before such transaction do not hold more than fifty percent (50%) of the voting power of securities of the resulting corporation;

(ii) There occurs a sale, exchange, transfer, or other disposition of substantially all the assets of the Company to another entity, whether or not approved in advance by the Board of Directors of the Company, a wholly owned subsidiary of the Company, would constitute a Change in Control, but for purposes of this section, no assets will be deemed to have been sold if they are leased back contemporaneously with or promptly after their sale);

(iii) A plan of liquidation or dissolution is adopted for the Company; or

(iv) Any individual, firm, corporation, partnership or other entity (“Person”) (except Company, any subsidiary of Company, any employee benefit plan of Company, any Person or entity organized, appointed or established by Company or any subsidiary of Company for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)) of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. For purposes of this subsection, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations issued under the Exchange Act.

(d) In the event that a Change in Control, or a qualifying termination or resignation for Good Reason occurs within the first twelve (12) months of Executive’s employment with the Company, only fifty percent (“50%”) of the Executive’s Equity Awards will be vested in full.

(e) In the event that the Executive’s employment is terminated during the Term as a result of his death or disability, he (or his estate, as the case may be) shall not be entitled to any payments or other benefits pursuant to this Section 5.5 or otherwise.

5.6 Release. The Company’s obligation to pay Severance Compensation under Section 5.5 hereof is expressly conditioned upon Executive’s execution of and delivery to the Company (and non-revocation) of a release (as drafted at the time of Executive’s termination of employment, and which will include, but not be limited to: (a) an unconditional release of all rights to any claims, charges, complaints, grievances, known or unknown to Executive, against the Company, its affiliates or assigns, or any of their officers, directors, employees and agents, through to the date of Executive’s termination from employment, and (b) a representation and warranty that Executive has not filed or assigned any claims, charges, complaints, or grievances against the Company, its affiliates or assigns, or any of their officers, directors, employees and agents.

5.7 Mitigation by Executive. Executive shall not be required to mitigate the amount of any payment provided for in Section 5.5 by seeking other employment or otherwise.

6. Non-Disclosure. The Executive covenants and agrees that Executive will not at any time, either during the Term or thereafter, use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential and Proprietary Information (as defined herein), other than to (a) Executive’s attorney or spouse in confidence, (b) while employed by the Company, in the business and for the benefit of the Company, or (c) when required to do so by a court of competent jurisdiction, any government agency having supervisory authority over the business of the Executive or the Company or any administrative body or legislative body, including a committee thereof, with jurisdiction.

For purposes of this Agreement, “Confidential and Proprietary Information” shall mean non-public, confidential, and proprietary information provided to the Executive concerning, without limitation, the Company’s financial condition and/or results of operations, statistical data, products, ideas and concepts, strategic business plans, lists of customers or customer information, information relating to marketing plans, management development reviews, including information regarding the capabilities and experience of the Company’s employees, compensation, recruiting and training, and human resource policies and procedures, policy and procedure manuals, together with all materials and documents in any form or medium (including oral, written, tangible, intangible, or electronic) concerning any of the above, and other non-public, proprietary and confidential information of the Company; provided, however, that Confidential and Proprietary Information shall not include any information that is known generally to the public or within the industry other than as a result of unauthorized disclosure by the Executive. It is specifically understood and agreed by the Executive that any non-public information received by the Executive during Executive’s employment by the Company is deemed Confidential and Proprietary Information for purposes of this Agreement. In the event the Executive’s employment is terminated for any reason, the Executive shall immediately return to the Company upon request all Confidential and Proprietary Information in Executive’s possession or control.

7. Non-Solicitation. Executive agrees that during the Term and for a period of twelve (12) months thereafter, unless the Executive obtains the Company’s prior written permission, which may be granted or denied at the Company’s sole and absolute discretion, the Executive shall not:

(a) solicit or divert to any competitor of the Company or, upon termination of the Executive’s employment with the Company, accept any business from any individual or entity that is a customer or a prospective customer of the Company, to the extent that such prospective customer was identifiable as such prior to the date of the Executive’s termination, except that this covenant of non-solicitation shall not apply with respect to anyone who, while having previously been a customer or prospect of the Company, is no longer a customer or prospect of the Company at the time of the solicitation; and/or

(b) induce or encourage any officer and/or employee of the Company to leave the employ of the Company, hire any individual who was an employee of the Company as of the date of the termination of the Executive’s, or induce or encourage any customer, vendor, participant, agent, or other business relation of the Company to cease or reduce doing business with the Company or in any way interfere with the relationship between any such customer, vendor, participant, agent, or other business relation and the Company.

8. Noncompete Agreement. For a period of twelve (12) months after any resignation or termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, enter into or engage directly or indirectly in competition with the Company or any subsidiary or other company under common control with the Company, in any fintech business conducted by the Company or any such subsidiary at the time of such resignation or termination, either as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, nor shall Executive assist any other person or entity in engaging directly or indirectly in such competition.

9. Non-Disparagement. During the Term, after its expiration and following the termination of this Agreement by the Company or the Executive for any reason, each party agrees not to make any statements, in writing or otherwise, that disparage the reputation or character of the other party or, in the case of the Company, any subsidiaries or affiliates of the Company or any of their respective managers, directors, officers, stockholders, partners, members or employees, at any time for any reason whatsoever, except that nothing in this section shall prohibit any party from giving truthful testimony in any litigation or administrative proceedings either between the Executive and the Company or in connection with which such party is subpoenaed and required by law to give testimony, including without limitation, any action by the Executive to enforce Executive’s rights hereunder.

10. Permitted Governmental Disclosures. The federal Defend Trade Secrets Act of 2016 immunizes employees against criminal and civil liability under federal or state trade secret laws – under certain circumstances – if Executive discloses a trade secret for the purpose of reporting a suspected violation of law. Pursuant to such Act, immunity is available if Executive discloses a trade secret in either of these two circumstances: (1) Executive discloses the trade secret (a) in confidence, (b) directly or indirectly to a government official (federal, state or local) or to a lawyer, (c) solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a legal proceeding, Executive discloses the trade secret in the complaint or other documents filed in the case, so long as the document is filed “under seal” (meaning that it is not accessible to the public). Further, nothing in this Employment Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any federal Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation or disclosures regarding the factual foundation of any allegation of sexual harassment or sexual assault. Executive does not need prior authorization to make any such reports or disclosures and is not required to notify the Company that he has made such reports or disclosures.

11. Severance Compensation Conditional; Remedies for Breach of Sections 6, 7, 8 and 9; Independence of Covenants; Notice to Others; Savings Clause.

11.1 Severance Compensation Independent. Company’s obligation to pay Severance Compensation is conditioned on Executive’s compliance with Sections 6, 7, 8 and 9 of this Agreement and Company shall not be obligated to pay such Severance Compensation in the event of any breach by Executive of such sections.

11.2 Remedies for Breach of Sections 6, 7, 8 and 9. Executive and Company agree that the covenants in Sections 6, 7, 8 and 9 are reasonable covenants under the circumstances. Executive agrees that any breach of the covenants set forth in Sections 6, 7, 8 and 9 of this Agreement will irreparably harm the Company. The Executive and the Company agree that in the event of any breach by the Executive of the provisions set forth in Sections 6, 7, 8 and 9 of this Agreement, the Company shall be entitled to all rights and remedies available at law or in equity, including without limitation, the following cumulative and not alternative rights:

(a) the right to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of this Agreement, it being agreed that monetary damages alone would be inadequate to compensate the Company, the amount of such damages will be difficult (if not impossible) to prove precisely, and would be an inadequate remedy for such breach;

(b) the right to institute civil suit to recover damages suffered by the Company;

(c) the right to recover actual reasonable attorneys’ fees and other costs incurred by the Company in connection with pursuing remedies hereunder; and the right to seek an equitable accounting of all earnings, profits and other benefits arising from any such violation.

11.3 Independence of Covenants. The existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the provisions of Sections 6, 7, 8 and 9.

11.4 Notice to Others. Executive agrees to notify any future prospective employers and future employers, and any future joint venturers, partners and contracting parties of Executive, whose activities may be deemed to compete with Company of the existence of each of the covenants contained in Sections 6, 7, 8 and 9 of this Agreement.

11.5 Savings Clause. In the event that any provision or provisions of any of the covenants in Section 6, 7, 8 and 9 would otherwise be determined by any court of competent jurisdiction to be unenforceable in whole or in part by reason of being for too great a period of time or covering too great a geographical area or too broad a product market, or for any other reason, each such covenant shall nevertheless remain in full force and effect and be construed so as to be enforceable as to that period of time and geographical area and product market, and on such other conditions, as may be determined to be reasonable by the court.

12. Amendments. No amendments to this Agreement shall be binding unless in writing and signed by both parties.

13. Notices. All notices under this Agreement shall be in writing and shall be deemed effective (i) when delivered in person or by fax or other electronic means capable of being embodied in written form, or (ii) forty-eight (48) hours after deposit thereof in the U.S. mails by certified or registered mail, return receipt requested, postage prepaid, addressed, in the case of Executive, to her last known address as carried on the personnel records of Company and, in the case of Company, to the corporate headquarters, attention of the Chairman of the Board of Directors, or to such other address as the party to be notified may specify by notice to the other party.

14. Entire Agreement. This Agreement is the entire agreement of the parties with respect to its subject matter and supersedes and replaces all other negotiations, discussions and prior or contemporaneous agreements between the parties, whether oral or written, with respect to the subject matter of Executive’s employment with Company.

15. Binding Effect and Benefits. The rights and obligations of Company and Executive under this Agreement shall inure to the benefit of and shall be binding upon the respective heirs, personal representatives, successors and assigns of Company and Executive.

16. Construction. This Agreement shall be construed under the laws of the Commonwealth of Pennsylvania, as they may be preempted by federal laws and regulations. Section headings are for convenience only and shall not be considered a part of the terms and provisions of the Agreement.

17. Governing Law; Jurisdiction; Venue. The validity, interpretation, construction, performance and enforcement of this Agreement shall be governed by the internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law rules, and by federal law to the extent it pre-empts state law. For purposes of any action or proceeding, the Executive irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and the courts of the United States of America located in Pennsylvania (the “Pennsylvania Courts”) for the purpose of any judicial proceeding arising out of or relating to this Agreement or otherwise. The Executive irrevocably agrees to service of process by certified mail, return receipt requested, to the Executive at the addressed listed in the records of the Company. The proper venue for all such disputes, actions or proceedings shall be in the Pennsylvania Courts. The parties agree that in any action or proceeds arising under this Agreement, attorneys’ fees and costs shall be awarded to the prevailing party.

18. Executive’s Acknowledgment of Terms and Right to Separate Counsel. Executive acknowledges that he has read this Agreement fully and carefully, understands its terms and that it has been entered into by Executive voluntarily. Executive further acknowledges that Executive has had sufficient opportunity to consider this Agreement and discuss it with Executive’s own advisors, including Executive’s attorney and accountants and that Executive has made Executive’s own free decision whether and to what extent to do so.

19. Legal Expenses. Company shall pay to Executive all reasonable legal fees and expenses incurred by him in seeking to obtain or enforce any rights or benefits provided by this Agreement to the extent he prevails in such efforts.

20. Indemnification of Executive. Company shall indemnify Executive against any liability incurred in connection with any proceeding in which the Executive may be involved as a party or otherwise by reason of the fact that Executive is or was serving as Chief Financial Officer to the extent permitted by the Company’s articles of incorporation, bylaws and applicable law. To further effect, satisfy or secure the indemnification obligations provided herein or otherwise, the Company shall cause its director and officer liability insurance to cover Executive during the Term and for such period thereafter as the Company’s liability insurance policy permits coverage for actions or omissions of former directors or officers.

21. Clawback Provision. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). The Company will make any determination for clawback or recovery in accordance with the Company’s established policy, applicable law or regulation.

IN WITNESS WHEREOF, the parties hereto have caused the due execution of this Agreement as of the date first set forth above.

BM TECHNOLOGIES, INC.

By:	/s/ Luvleen Sidhu
	Luvleen Sidhu
	Chief Executive Officer

AJAY ASIJA

/s/ Ajay Asija

Exhibit 10.2

BM TECHNOLOGIES, INC. 2024 INDUCEMENT AWARD RESTRICTED STOCK UNIT GRANT NOTICE

BM Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2024 Inducement Award, made in reliance on the inducement award exemption from the shareholder approval requirements under Section 711(a) of the NYSE American LLC Company Guide, as may be amended from time to time, hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the right to receive one share of common stock without any payment for such shares. This award (the “Inducement Award”) is subject to all of the terms and conditions as set forth in this notice (this “Grant Notice”) and in the corresponding Restricted Stock Unit Agreement, which are attached hereto (the “Restricted Stock Unit Agreement”) and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Restricted Stock Unit Agreement will have the same definitions as in the Restricted Stock Unit Agreement. If there is any conflict between the terms in this Grant Notice, Exhibit A to this notice, the corresponding Restricted Stock Unit Agreement, then such conflict or inconsistency shall be resolved by giving such documents precedence in the following order: Exhibit A, this Grant Notice, then the corresponding Restricted Stock Unit Agreement.

Participant:	Ajay Asija
Date of Grant:	February 5, 2024
Vesting Commencement Date:	February 5, 2024
Number of RSUs¹:	300,000
Type of Grant:	Restricted Stock Units
Vesting Schedule:	This Inducement Award shall vest pursuant to the schedule set forth in Exhibit A, which is attached hereto and incorporated herein in its entirety.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice and the corresponding Restricted Stock Unit Agreement. Participant acknowledges and agrees that this Grant Notice and the corresponding Restricted Stock Unit Agreement may not be modified, amended or revised except as provided in the Restricted Stock Unit Agreement. Participant further acknowledges that as of the Date of Grant, this Grant Notice and the corresponding Restricted Stock Unit Agreement set forth the entire understanding between Participant and the Company regarding this Inducement Award and supersede all prior oral and written agreements, promises and/or representations on that subject.

By accepting this Inducement Award, Participant consents to receive such documents by electronic delivery and to participate in the Inducement Award through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

BM TECHNOLOGIES, INC.,		PARTICIPANT: Ajay Asija
a Delaware corporation
		Signature:	/s/ Ajay Asija
By:	/s/ Luvleen Sidhu	Print Name:	Ajay Asija
Print Name:	Luvleen Sidhu	Date:	2/5/2024

Attachments: Restricted Stock Unit Agreement; BM Technologies, Inc. 2024 Inducement Award

Subject to adjustment in accordance with the terms of the Restricted Stock Unit Agreement.

EXHIBIT A

VESTING SCHEDULE
TO
BM TECHNOLOGIES, INC. 2024 INDUCEMENT AWARD
RESTRICTED STOCK UNIT GRANT NOTICE

The Participant’s RSUs will vest as follows:

Fifty (50) percent time-based RSUs, one-fourth of the Inducement Award will become vested in full as of each of the first, second, third, and fourth anniversaries of the Vesting Commencement Date; in each case subject to Participant’s continued employment with the Company in good standing until such respective vesting date. Should a Change in Control Event occur within the first twelve (12) months of the Participant’s employment with the Company, only fifty (50%) of the Participants Inducement Award shall vest in full.

Notwithstanding the foregoing, upon termination of the employment of Participant for reason of Participant’s death or disability, all outstanding time-based RSUs will automatically become vested in full.

The remaining fifty (50) percent performance-based RSUs (PBRSUs) are triggered by the below:

●

At grant, the Company establishes a performance goal under each metric in line with the Company’s three to five-year plan. Achievement of the goal under each metric would result in 50% of the shares earned based on:

●

90-trading day trailing average market capitalization of $49.19M, which represents a 100% increase in the 20 trading-day average market cap and a 3-year CAGR of 26%*

●

Trailing 12-month Core EBITDA of $20M (based on an adjusted view of financials assuming the federal funds interest rate at the time of the equity grant – 5.33%)

*	Represents a 100% increase over the current 20 trading-day average market cap as of 2/1/2024, to be updated based on the actual 20 trading-day average market cap at the time of grant

PBRSU Performance Period and Vesting Schedule

●

Performance will be evaluated at each quarter-end following the grant date

●

Shares will be earned based on performance within the first three years; however, none will be paid out until at least the third anniversary of the grant date

●

Executive must still be employed by the Company after three years to qualify for the payout

●

The entire award can be earned as long as performance goals are met before the end of the fifth year, even if no goals are met in preceding years

ATTACHMENT I

RESTRICTED STOCK UNIT AGREEMENT

BM TECHNOLOGIES, INC. 2024 INDUCEMENT AWARD RESTRICTED STOCK UNIT AGREEMENT

Pursuant to Participant’s Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”), BM Technologies, Inc., a Delaware corporation (the “Company”) has granted Participant the number of RSUs under its 2024 Inducement Award indicated in Participant’s Grant Notice, each of which represents the right to receive one share of common stock. The RSUs are granted to Participant effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in the Grant Notice, Exhibit A to the Grant Notice and this Restricted Stock Unit Agreement, then such conflict shall be resolved by giving such documents precedence in the following order: Exhibit A, the Grant Notice, this Restricted Stock Unit Agreement.

The details of the RSUs, in addition to those set forth in the Grant Notice, are as follows:

Vesting; Shareholder Rights. The RSUs will vest as provided in Exhibit A to the Grant Notice. Vesting will cease upon the termination of Participant’s service with the Company except as may be provided otherwise in the Vesting Schedule in Exhibit A to the Grant Notice. Participant will not be deemed to be the holder of, or have any of the rights of a stockholder with respect to any RSUs unless and until Participant has vested and the Company has issued and delivered shares to Participant and Participant’s name shall have been entered as a stockholder of record on the books of the Company.

Dividends/Dividend Equivalent Rights. Notwithstanding any payment by the Company to holders of shares of common stock of an ordinary cash dividend on shares of common stock, the Participant shall have no rights to receive any dividends or dividend equivalents with respect to the RSUs.

Adjustment to Number of RSUs. The number of RSUs are set forth in Participant’s Grant Notice will be adjusted in the event of changes in Company’s capital.

Settlement. Subject to Section 5 and Section 9, each RSU will be settled by delivery to Participant of one share as soon as practicable following each vesting date (but in no event later than two and one-half months after each applicable vesting date).

Compliance. The Company’s obligation to deliver shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the Participant or other person entitled under the Inducement Award to receive any shares with respect to the vested RSUs deliver to the Company any representations or other documents or assurances as the Committee deems necessary or desirable to assure compliance with all applicable legal and accounting requirements. The Participant shall have no further rights with respect to any RSUs that are paid or that terminate. The issuance of common shares is subject to compliance with all applicable laws and regulations and shall be subject to any applicable lockups and restrictions on resale.

Effect of Termination of Employment or Service. Except as may be provided otherwise in the Vesting Schedule in Exhibit A to Participant’s Grant Notice, the Participant’s RSUs shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by or in service to the Company or a subsidiary with respect to the Company, and any other non-corporate entity that would be a subsidiary corporation if such entity were a corporation (“Affiliate”), regardless of the reason for the termination of the Participant’s employment or service with the Company or an Affiliate, whether with or without cause, voluntarily or involuntarily. If any unvested RSUs are terminated hereunder, such RSUs shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

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Transferability. Except as otherwise provided herein, the RSUs are not assignable or transferable. Without limiting the generality of the foregoing, the RSUs may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, sale, pledge, hypothecation or other disposition of the RSUs or any attempt to make any such levy of execution, attachment or other process will cause the RSUs to terminate immediately. The foregoing transfer restrictions shall not apply to (a) transfers to the Company, or (b) transfers by will or the laws of descent and distribution.

RSUs not a Service Contract. The RSUs are not an employment or service contract, and nothing in the RSUs will be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate to continue Participant’s employment or service. In addition, nothing in the RSUs will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that Participant might have as a member of the Company’s Board or a consultant for the Company or an Affiliate.

Withholding Obligations.

(a)

At the time the RSUs vest, in whole or in part, and at any time thereafter as requested by the Company, Participant hereby agrees to make adequate provision for (including by means of a “same day sale” pursuant to a broker-assisted cashless program to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the vesting and settlement of the RSUs.

(b)

In the event that Participant fails to make the adequate provisions contemplated by Section 9(a) above, then, subject to compliance with any applicable legal conditions or restrictions, the Company shall have the option in its sole discretion (but not the obligation) to withhold from fully vested shares otherwise issuable to Participant upon the settlement of the RSUs a number of whole shares having a fair market value, determined by the Company as of the date of vesting or settlement as applicable, not in excess of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of the RSUs as a liability for financial accounting purposes).

(c)

The Company assumes no responsibility for individual income taxes, penalties or interest related to grant, vesting or settlement of any RSU. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant, vesting or settlement of the RSUs. Participant should consult with Participant’s personal tax advisor regarding the tax ramifications, if any, which result from receipt of the RSUs, the subsequent issuance, if any, of shares on settlement of the RSUs, and subsequent disposition of any such shares. Participant acknowledges that the Company may be required to withhold federal, state and/or local taxes in connection with the vesting and/or settlement of the RSUs. No RSUs will vest or be settled unless and until Participant has made the adequate provisions contemplated by Section 9(a) or the Company has exercised its option to withhold the necessary amount of shares pursuant to Section 9(b) above. The Company will have no obligation to issue a certificate for shares in respect of the RSUs unless the obligations set forth in this Section 9 are satisfied.

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(d)

Notwithstanding the foregoing provisions of this Section 9, with respect to any Participant that is subject to Section 16(a) of the Securities Exchange Act of 1934, as amended, unless (i) otherwise determined by the Committee at any time after the Date of Grant or (ii) such Participant has previously notified the Chief Financial Officer of the Company (or his designee) that he or she will pay the amount of any applicable federal, state, local or foreign withholding taxes directly to the Company in cash, upon any payment of shares in respect of the RSUs, the Company shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Company or any Affiliate with respect to such distribution of shares at the applicable withholding rates. In the event that the Committee determines not to satisfy, or the Company cannot legally satisfy, such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the RSUs, the Company or any Affiliate shall be entitled to require a cash payment by or on behalf of such Participant and/or to deduct from other compensation payable to such Participant any sums required by federal, state, local or foreign tax law to be withheld with respect to such distribution or payment.

10.

Section 409A; Tax Consequences. It is the Company’s intent that payments under this Restricted Stock Unit Agreement and Grant Notice shall be exempt from Code Section 409A to the extent applicable, and that this Restricted Stock Unit Agreement be administered accordingly. Notwithstanding anything to the contrary contained in this Restricted Stock Unit Agreement, Grant Notice or any employment agreement Participant has entered into with the Company, to the extent that any payment or benefit under this Restricted Stock Unit Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Code Section 409A and is payable to Participant by reason of termination of Participant’s employment, then (a) such payment or benefit shall be made or provided to Participant only upon a “separation from service” as defined for purposes of Code Section 409A under applicable regulations and (b) if Participant is a “specified employee” (within the meaning of Code Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months and one day after the date of Participant’s separation from service (or earlier death). Each payment under this Restricted Stock Unit Agreement shall be treated as a separate payment under Code Section 409A. Participant hereby agrees that the Company does not have a duty to design or administer the Inducement Award or its other compensation programs in a manner that minimizes Participant’s tax liabilities. Participant will not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the RSUs or Participant’s other compensation.

11.

Notices. Any notices provided for in the Restricted Stock Unit Agreement will be given in writing and will be deemed effectively given upon receipt. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Inducement Award and these RSUs by electronic means or to request Participant’s consent to participate in the Inducement Award by electronic means. By accepting these RSUs, Participant consents to receive such documents by electronic delivery and to participate in the Inducement Award through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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12.

Agreement Summaries. In the event that the Company provides Participant (or anyone acting on Participant’s behalf) with summary or other information concerning, including or otherwise relating to rights or benefits under this Agreement (including, without limitation, the RSUs and any vesting thereof), such summary or other information shall in all cases be qualified in its entirety by Exhibit A, the Grant Notice and this Restricted Stock Unit Agreement and, unless it explicitly states otherwise and is signed by an officer of the Company, shall not constitute an amendment or other modification hereto.

13.

Clawback Policy. The RSUs are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the RSUs or any shares or other cash or property received with respect to the RSUs (including any value received from a disposition of the shares acquired upon payment of the Restricted Stock Units).

14.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

15.

Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof

16.

Counterparts; Electronic Signature. This Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature. To the extent a party signs this Agreement using electronic signature technology, by clicking “sign,” “accept,” or similar acknowledgement of acceptance, such party is signing this Agreement electronically, and electronic signatures appearing on this Agreement (or entered as to this Agreement using electronic signature technology) shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

17.

Acknowledgements. Participant understands, acknowledges, agrees and hereby stipulates that: (a) Participant is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; (b) the RSUs are intended to be consideration in exchange for the promises and covenants set forth in this Agreement; (c) Participant has carefully read, considered and understand all of the provisions of this Agreement and the Company’s policies reflected in this Agreement; (d) Participant has asked any questions needed for Participant to understand the terms, consequences and binding effect of this Agreement and Participant fully understands them; (e) Participant was provided an opportunity to seek the advice of an attorney and/or a tax professional of Participant’s choice before accepting this award of RSUs and (f) the obligations and restrictions set forth in this Agreement are fair and reasonable. In addition, Participant understands, acknowledges, agrees and hereby stipulates that (1) Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other award materials by and among the Company and its Affiliates for the purpose of implementing, administering and managing participation in the Inducement Award; (2) Participant understands that the Company may hold certain personal information about Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Inducement Award; (3) Participant understands that Data will be transferred to such stock plan service provider as may be selected by the Company, presently or in the future, which may be assisting the Company with the implementation, administration and management of the Inducement Award; (4) Participant authorizes the Company, the stock plan service provider as may be selected by the Company, and any other possible recipients which may assist the Company, presently or in the future, with implementing, administering and managing the Inducement Award to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Inducement Award; (5) Participant understands that Participant is providing the consents herein on a purely voluntary basis; (6) if Participant does not consent, or if Participant later seeks to revoke consent, or instruct the Company to cease the processing of the Data, Participant’s employment status will not be adversely affected and the only adverse consequence of refusing or withdrawing Participant’s consent or instructing the Company to cease processing, is that the Company would not be able to grant Participant RSUs or any other equity awards or administer or maintain such awards; and (7) Participant understands that refusing or withdrawing consent may affect Participant’s ability to participate in the Inducement Award.

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Exhibit 10.3

February 6, 2024

Re:

RSU Cancellation Agreement

Dear ________________:

In consideration of your continuing role with BM Technologies, Inc. (the “Company”) and in exchange for the receipt of additional performance- based restricted stock units, the undersigned (“Grantee”) and the Company are entering into this letter agreement (this “Agreement”) pursuant to which the Grantee and the Company hereby mutually agree to the cancellation of the unvested performance-based Restricted Stock Unit Awards granted effective as of September 30, 2021 (the “PBRSUs”) under the Company’s 2020 Equity Incentive Plan, as thereby amended (as amended, the “Plan”), as set forth in that certain Restricted Stock Unit Grant Notice and corresponding Restricted Stock Unit Agreement (together, the “Award Agreement”).

1. Cancelled PBRSUs. Grantee and the Company mutually agree that the unvested PBRSUs are hereby cancelled, effective as of the date hereof.

2. Additional RSU awards. Grantee and the Company hereby acknowledge that in consideration for the cancellation of the unvested PBRSUs, the Company intends to issue new performance-based restricted stock units to you in such amount as approved by the Compensation Committee of the Company’s Board of Directors, with modified performance-based vesting criteria, in accordance with the terms of the Plan.

3. Surrender, Waiver and Release. The parties further acknowledge and agree:

(a) By signing this Agreement below, Grantee acknowledges and agrees that as of the date hereof, that Grantee shall have no rights in or to the unvested PBRSUs.

(b) Grantee hereby waives all rights and releases all claims against (i) the Company and its successors, (ii) all of the Company’s affiliates and their respective successors, and (iii) officers, directors, employees and other service providers of the Company and its affiliates and their respective successors, in each case, with respect to the unvested PBRSUs.

(c) For the avoidance of doubt, this Agreement shall not surrender, forfeit or otherwise impact any time-based Restricted Stock Units previously issued pursuant to the terms of the Plan.

4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

5. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the forfeiture and surrender of the Unvested PBRSUs, and supersedes all prior understandings and agreements relating to the Unvested PBRSUs existing between the parties.

6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

7. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

8. Counterparts; Electronic Signature. This Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. To the extent a party signs this Agreement using electronic signature technology, by clicking “sign,” “accept,” or similar acknowledgement of acceptance, such party is signing this Agreement electronically, and electronic signatures appearing on this Agreement (or entered as to this Agreement using electronic signature technology) shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

The parties hereby agree to the terms set forth above as of the date first set forth above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

	BM TECHNOLOGIES, INC.

	By:
		Name:
		Title:

	GRANTEE

	/s/

Exhibit 99.1

BM Technologies (BMTX) Announces CFO Transition, Welcoming Ajay Asija to the Leadership Team

Ajay Asija will assume the role on April 1, 2024

RADNOR, PA, February 7, 2024 - BM Technologies, Inc. (NYSE American: BMTX), one of the largest digital banking platforms and Banking-as-a-Service (BaaS) providers, today announced the appointment of Ajay Asija as Chief Financial Officer, effective April 1, 2024. Mr. Asija will succeed James (Jim) Dullinger, who has held the role since January 2023 and will remain with the company until March 31, 2024.

Luvleen Sidhu, Chair, Chief Executive Officer, and Founder of BM Technologies said, “We are delighted to welcome Ajay to BM Technologies. Ajay’s extensive fintech banking experience and industry knowledge will position us well as we focus on growth, profitability and enhancing shareholder value. His track record of driving results and his deep understanding of finance, fintech, and strategy make him an invaluable addition to our team. Ajay’s experience also includes M&A transactions, capital raising and hands-on work with CFO offices and their finance and accounting teams. We will leverage his extensive fintech and banking network for partnership opportunities to drive growth and to ensure best practices for our finance and accounting teams.”

Mr. Asija has over 25 years of experience as a financial professional, with significant focus in the FinTech industry. From 2012 to 2023, Mr. Asija served as Group Head and Senior Managing Director, Financial Services and FinTech, for B. Riley Securities, where he led cross-functional teams and was a strategic advisor to financial services and FinTech companies on mergers and acquisitions, capital raising, and various strategic matters. Mr. Asija started his career in financial services at Lehman Brothers in 1997 and has held a variety of positions with various commercial and investment banks. Mr. Asija holds an MBA in Finance from the Simon School of Business at the University of Rochester, a Masters in Science in Engineering from the University of Massachusetts, Amherst, and a Bachelor of Science in Engineering from Indian Institute of Technology, New Delhi.

“I am honored to join BM Technologies as CFO and to work alongside such a talented team said Mr. Asija. I am excited about the opportunities ahead and look forward to contributing to the continued success and growth of the company.”

In connection with Mr. Asija’s appointment, he received an inducement award of restricted stock units (“RSUs”) relating to 300,000 shares of the Company’s common stock, 50% of which are time-based RSUs that vest ratably over a four-year period, and 50% of which are performance based RSUs, tied to the achievement of Company financial objectives over a three-year to five-year period, based upon targeted growth levels of the Company’s market capitalization and Core EBITDA. This inducement award of RSUs was granted as a material inducement to Mr. Asija’s employment with the Company, and was made outside of the Company’s 2020 Equity Incentive Plan and was approved by the independent Compensation Committee of the Board and further ratified and approved by the independent members of the Company’s Board of Directors in reliance on the inducement award exception from the stockholder approval requirements under Section 711(a) of the NYSE American Listed Company Manual. To comply with the terms of this exception, the inducement award requires prompt public announcement of the award.

About BM Technologies, Inc.

BM Technologies, Inc. (NYSE American: BMTX) - formerly known as BankMobile - is among the largest digital banking and Banking-as-a-Service (BaaS) providers in the country. It is focused on technology, innovation, easy-to-use products, and education with the mission to financially empower millions of Americans by providing a more affordable, transparent, and consumer-friendly banking experience. BM Technologies, Inc. (BMTX) is a technology company and is not a bank, which means it provides banking services through its partner banks. More information can be found at www.bmtx.com.

Contact:

Investors:

Jim Dullinger, Chief Financial Officer
BM Technologies, Inc.
jdullinger@bmtx.com

Media Inquiries:

Brigit Hennaman
Rubenstein Public Relations, Inc.
212-805-3005
Bhennaman@rubensteinpr.com

Cover	Feb. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 05, 2024
Entity File Number	001-38633
Entity Registrant Name	BM TECHNOLOGIES, INC.
Entity Central Index Key	0001725872
Entity Tax Identification Number	82-3410369
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	201 King of Prussia Road
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Wayne
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19087
City Area Code	877
Local Phone Number	327-9515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	BMTX
Security Exchange Name	NYSEAMER
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	BMTX.W
Security Exchange Name	NYSEAMER